RCS - Selkirk Group PLC - Intention to float on the AIM Market

WoolworthsAnnouncement

17/10/2024 08:00

For best results when printing this announcement, please click on link below:
https://newsfile.refinitiv.com/getnewsfile/v1/story?guid=urn:newsml:reuters.com:20241017:nRSQ5089Ia&default-theme=true

RNS Number : 5089I  Selkirk Group PLC  17 October 2024

NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE OR IN PART, DIRECTLY OR
INDIRECTLY IN OR INTO THE UNITED STATES, CANADA, AUSTRALIA, NEW ZEALAND, THE
REPUBLIC OF SOUTH AFRICA OR JAPAN OR ANY OTHER JURISDICTION WHERE IT IS
UNLAWFUL TO DISTRIBUTE THIS ANNOUNCEMENT.

This announcement is not a prospectus (or prospectus equivalent) and not an
offer of securities for sale nor a solicitation of an offer to acquire or a
recommendation to sell or buy securities in any jurisdiction, including in or
into the United States, Canada, Australia, New Zealand, the Republic of South
Africa or Japan.

Neither this announcement, nor anything contained or referred to herein shall
form the basis of, or be relied upon in connection with, any offer or
commitment whatsoever in any jurisdiction. Investors should not subscribe for
or purchase any ordinary shares referred to in this announcement except on the
basis of information contained in an admission document in its final form (the
"Admission Document") that may be published in due course by Selkirk Group
plc, (the "Company") (the Company, together with its subsidiaries and
subsidiary undertakings, "Selkirk" or the "Group") in due course in connection
with the proposed placing ("Placing") of its ordinary shares (the "Ordinary
Shares") and proposed admission of its Ordinary Shares to trading on AIM, a
market operated by London Stock Exchange plc ("AIM", the "London Stock
Exchange" and "Admission", respectively). Copies of the Admission Document
will, if published, be available for inspection at the offices of Zeus Capital
Limited at 125 Old Broad Street, London, EC2N 1AR from the date of this
announcement and will remain available for a period of one month following
Admission. A copy of this announcement will also be available from the
Company's website following Admission at www.selkirkplc.com (subject to
certain access requirements).

17 October 2024

Selkirk Group PLC

("Selkirk" or the "Company")

Intention to float on the AIM Market of the London Stock Exchange

Selkirk, an investing company established to acquire an undervalued company or
business in the UK, is pleased to announce its intention to raise £7.5
million through a placing and at the same time seek admission of its Ordinary
Shares on the London Stock Exchange's AIM Market ("AIM").

Highlights:

·      Selkirk is a single company acquisition vehicle which will target
both private and listed companies as well as subsidiaries of listed companies
which management believes are undervalued and have considerable value upside.

 

·      Selkirk is targeting a number of different sectors including
consumer, technology and digital media. It is envisaged that the first
investment will be in a company with an EV anticipated as a guideline to be
not less than £30 million and not more than £1 billion.

 

·      Selkirk is looking to raise £7.5 million at IPO. Assuming a
£7.5 million raise, it is expected that:

o  20% of the shares will be held by Kelso Limited, the wholly owned
subsidiary of Kelso Group Holdings plc, the main market listed acquisition
vehicle; and

o  18% of the shares will be held by funds controlled by Belerion Capital
Group, where Iain McDonald, Proposed Executive Chair, is the Manager.

 

·      At the time of its first acquisition Selkirk will work with
industry specialists to add value to the acquisition and maximise returns for
shareholders.

 

·      Selkirk will from Admission be led by an experienced Board and
management team including Iain McDonald, Angus Monro and Alan Bannatyne. The
Board will be supported in an advisory capacity by John Goold, Mark Kirkland
and Jamie Brooke, Executive Directors of Selkirk's largest shareholder Kelso
Group Holdings Plc.

 

Strategy

Selkirk has been established with the primary objective of acquiring a company
or business which the directors believe is undervalued and providing it with
its own quotation or listing or acquiring an existing public company and
providing a highly incentivised management team with strategic direction. Many
of these target companies may currently operate as subsidiaries of larger
organisations, and an independent stock market quotation or listing could help
unlock material value to create shareholder value. The Company is focused on
acquiring a business which is headquartered in the United Kingdom. The
directors intend to raise equity and/or debt finance to fund the acquisition
of a target company or business, as required, and focus on enhancing
shareholder value over the long term.

The Company is primarily focused on the small and mid-cap category,
specifically within the consumer, technology and digital media related
sectors, including retail, software and digital sub-sectors. The directors
believe this underappreciated segment offers ample opportunity to identify a
suitable business, whether it is a privately held company, a subsidiary of a
larger listed company or an existing public company. The Company intends to
prioritise innovation and strategic agility as essential drivers for unlocking
hidden value and realising the full potential of target acquisitions.

The Selkirk team have a proven track record in strategic investing and working
closely with the management teams and have extensive experience in
identifying, evaluating, and executing opportunities; both quoted and
unquoted, and creating value for stakeholders. The directors believe that
Selkirk is positioned to deliver private equity style returns on the public
market, utilising AIM's flexible framework to capitalise on growth
opportunities.

Following admission, the Company intends to methodically identify and develop
opportunities as quickly and prudently as possible. With the directors' and
management's extensive network and experience, the Board is confident in its
ability to identify and deliver a transaction within eighteen months.

It is anticipated that returns to Selkirk shareholders will be delivered
through a combination of an appreciation in the Company's share price and, if
appropriate, annual dividends paid out of retained earnings (following
completion of the first acquisition) as well as return of cash to shareholders
following any disposal of any assets.

The Company and its directors are not currently in discussions with any
specific target company regarding an acquisition.

Experienced Board and Management Team

Iain McDonald (Proposed Executive Chair), aged 53

Iain McDonald is an experienced investor in technology and e-commerce
companies. He was an early investor into many well known businesses in the
sector including ASOS, THG plc (The Hut Group), Metapack, Anatwine, Eagle Eye
Solutions and Lifeworks. Iain is the founder and CIO of Belerion Capital
Group, an investment business focused on technology and e-commerce companies.

Iain sits on the boards of two PLC businesses - Team Internet Group (where he
is non-executive Chairman) and Boohoo.com. He stepped down from the Board of
The Hut Group earlier in 2024 having been on the board for a number of years
prior to the IPO of the company in 2020. Iain was also the founder of the
Online Retail Association which campaigned successfully against the imposition
of an online sales tax.

Angus Monro (Proposed Independent Non-Executive Director from Admission), aged
75

Angus Monro was a non-executive director of THG plc until August 2020. He has
deep experience of the retail sector, having spent 13 years at Marks &
Spencer, followed by 5 years at the Burton Group/Arcadia where he was managing
director of Dorothy Perkins. Angus then spent 4 years at Kingfisher where he
was trading director at B&Q and Woolworths. Angus joined Matalan as a
non-executive director in 1991, becoming Chief Executive 5 years later and
leading the retailer's flotation in 1998. Between 2002-2008 Angus was a
non-executive director at NSB Retail Systems prior to its sale in 2008.

Alan Bannatyne (Proposed Independent Non-Executive Director from Admission),
aged 54

Alan is an experienced board member with strong experience in listed company
financial management and a track record of successful global expansion for
over 15 years. Alan qualified with Deloitte & Touche in London in 1996,
finishing in 1999 after having worked for two years in South Africa for the
Entrepreneurial Services division. Alan has held various commercial, financial
and company secretarial roles over his career, including at Robert Walters
PLC, where he began as Group Financial Controller in 2002, becoming CFO in
2007 and finishing in 2023. Alan is currently the Chair of XPS PLC, where he
was formerly Audit Committee Chair.

Use of Proceeds

The placing intends to raise gross proceeds of £7.5 million. This will be
used to fund working capital and due diligence in relation to potential
acquisition targets, in accordance with Selkirk's investment policy and to
execute on such investment or acquisition opportunities as determined.

Admission to AIM is expected to take place in October 2024. Zeus Capital are
acting as Nominated Adviser ("NOMAD"), bookrunner and broker to the Company.

Iain McDonald, Proposed Executive Chair, Selkirk, said:

"It is our belief that some of the most promising and undervalued businesses
are hidden within UK listed conglomerates. Our intention is to unlock the
value of such a business within the technology, consumer or digital media
sectors. We have chosen to list on the AIM market as London remains a leading
capital market and this provides a mechanism for investors to invest in a high
quality, focussed and potentially unique asset. We have assembled an
experienced management team and board which we will look to expand and deepen
further as a target is identified. This includes the ability to work with
existing management teams."

ENDS

For further information please contact:

 Selkirk PLC                                        Via Camarco
 Zeus (Nominated Adviser and Broker)                +44 (0) 20 3829 5000
 Nick Cowles, Dan Bate, Louisa Waddell, John Moran

 Camarco                                            +44 (0) 20 3757 4980
 Billy Clegg, Tom Huddart, Letaba Rimell

 

Notes to Editors

Selkirk Group Plc is an investing company established with the primary
objective of acquiring a company or business which the directors believe is
undervalued and providing it with a quotation or listing or acquiring an
existing public company and providing a highly incentivized management team
with strategic direction. The Company is focused on acquiring a business which
is headquartered in the United Kingdom. The directors have extensive
experience in identifying, evaluating, and executing opportunities; both
quoted and unquoted, and creating value for stakeholders. To find out more
visit: www.selkirkplc.com which will be available from Admission.

IMPORTANT NOTICES:

This is a financial promotion and is not intended to be investment advice.

The contents of this announcement, which has been prepared by and is the sole
responsibility of the Company, has been approved by Zeus Capital Limited
("Zeus") solely for the purposes of section 21(2)(b) of the Financial Services
and Markets Act 2000 (as amended).

This announcement does not constitute or form part of any offer for sale or
subscription or any solicitation of any offer to buy or subscribe for any
securities and neither this announcement nor any part of it forms the basis of
or may be relied on in connection with or act as an inducement to enter into
any contract or commitment whatsoever.

The information contained in this announcement is for background purposes only
and does not purport to be full or complete, nor does this announcement
constitute or form part of any invitation or inducement to engage in
investment activity. No reliance may be placed by any person for any purpose
on the information contained in this announcement or its accuracy, fairness or
completeness. The contents of this announcement are not to be construed as
legal, financial or tax advice.

Recipients of this announcement who intend to purchase or subscribe for shares
in Company following the publication of a final Admission Document by the
Company are reminded that such purchase or subscription should be made solely
on the basis of the information contained in that Admission Document and, if
relevant, any supplementary admission document, to be published by Company.

This announcement is not for publication or distribution, in whole or in part,
directly or indirectly, in or into the United States (including its
territories and possessions, any state of the United States and the District
of Columbia), Australia, Canada, Japan, Republic of South Africa or New
Zealand or any other jurisdiction where to do so would constitute a violation
of the relevant laws of such jurisdiction. The distribution of this
announcement may be restricted by law in certain jurisdictions and persons
into whose possession any document or other information referred to herein
comes should inform themselves about and observe any such restriction. Any
failure to comply with these restrictions may constitute a violation of the
securities laws of any such jurisdiction.

The Ordinary Shares have not been and will not be registered under the US
Securities Act, or under the securities laws of any state or other
jurisdiction of the United States, and may not be offered or sold, directly or
indirectly, in the United States or to, or for the account or benefit of, US
persons (as defined in Regulation S under the US Securities Act of 1933, as
amended (the "US Securities Act") ("Regulation S")) absent registration except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the US Securities Act and otherwise in accordance
with any applicable securities laws of any state or other jurisdiction of the
United States. The Ordinary Shares are being offered and sold only to non-US
persons outside of the United States in "offshore transactions" within the
meaning of and in reliance on Regulation S. There will be no offering of the
Ordinary Shares in the United States.

The Company has not been and will not be registered under the US Investment
Company Act of 1940 (as amended) (the "US Investment Company Act") and
investors will not be entitled to the benefits of that act. No offer,
purchase, sale or transfer of the Ordinary Shares may be made except in
circumstances which will not result in the Company being required to register
as an investment company under the US Investment Company Act. The Company may
refuse to register sales or transfers to US-persons, and may force
shareholders to sell their Ordinary Shares back to the Company or to non-US
persons, in the event that US persons acquire the Ordinary Shares.

In the United Kingdom, this announcement is directed only at persons who are
"qualified investors" within the meaning of Regulation 2017/1129/EU as it
forms part of domestic law by virtue of the European Union (Withdrawal) Act
2018 ("Relevant Persons").

In any member state of the European Economic Area ("EEA"), this announcement
and any offer if made subsequently is, and will be, directed only at persons
who are "qualified investors" ("Qualified Investors") within the meaning of
the Prospectus Regulation (Regulation (EU) 2017/1129).

This announcement must not be acted on or relied on (i) in the United Kingdom,
by persons who are not Relevant Persons, and (ii) in any member state of the
EEA, by persons who are not Qualified Investors. Any investment or investment
activity to which this announcement relates is available only to: (i) in the
United Kingdom, Relevant Persons; and (ii) in any member state of the EEA,
Qualified Investors, and will be engaged in only with such persons.

This announcement contains statements that are, or may be deemed to be,
"forward-looking statements". These forward-looking statements involve known
and unknown risks and uncertainties, many of which are beyond the Group's
control and all of which are based on the Directors' current beliefs and
expectations about future events. In some cases, these forward-looking
statements can be identified by the use of forward-looking terminology,
including, without limitation, the terms "anticipates", "believes", "could",
"envisages", "estimates", "expects", "intends", "may", "plans", "projects",
"should", "will" or, in each case, their negative or other variations or
comparable terminology. These forward-looking statements relate to matters
that are not historical facts. They include statements regarding the
intentions, beliefs and current expectations of the Company or the Directors
concerning, amongst other things, the results of operations, financial
condition, liquidity, prospects, growth and strategies of the Company and the
industry in which the Group operates. By their nature, forward-looking
statements involve risks and uncertainties because they relate to events and
depend on circumstances that may or may not occur in the future.
Forward-looking statements are not guarantees of future performance. The
actual results, performance or achievements of the Company or developments in
the industry in which the Group operates may differ materially from the future
results, performance or achievements or industry developments expressed or
implied by the forward-looking statements contained in this announcement.

These forward-looking statements and other statements contained in this
announcement regarding matters that are not historical facts involve
predictions. No assurance can be given that such future results will be
achieved; actual events or results may differ materially as a result of risks
and uncertainties facing the Group. Such risks and uncertainties could cause
actual results to vary materially from the future results indicated, expressed
or implied in such forward-looking statements.

Each of the Company and Zeus, and their respective affiliates, expressly
disclaims any obligation or undertaking to update, review or revise any
forward-looking statements contained in this announcement and disclaims any
obligation to update its view of any risks or uncertainties described herein
or to publicly announce the results of any revisions to the forward-looking
statements made in this announcement, whether as a result of new information,
future developments or otherwise, except as required by law.

Certain figures contained in this announcement, including financial
information, have been subject to rounding adjustments. Accordingly, in
certain instances, the sum or percentage change of the numbers contained in
this announcement may not conform exactly with the total figure given.

The anticipated timetable for Admission, including the publication of the
Admission Document and/or the date of Admission, may be influenced by a range
of circumstances such as market conditions. There is no guarantee that the
Admission Document will be published or that Admission will occur. Acquiring
investments to which this announcement relates may expose an investor to a
significant risk of losing all or part of the amount invested. Persons
considering making such an investment should consult an authorised person
specialising in advising on such investments.

This announcement does not constitute a recommendation concerning Admission or
the Ordinary Shares. The value of Ordinary Shares and the income from them is
not guaranteed and can fall as well as rise due to stock market and currency
movements. On any sale of an investment an investor may get back less than he
or she originally invested. Potential investors should consult a professional
adviser as to the suitability of the Ordinary Shares for the person concerned
before making any investment decision. Past performance cannot be relied upon
as a guide to future performance.

Neither Zeus, nor any of its affiliates, their respective directors, officers
or employees, advisers, agents or any other person accepts any responsibility
or liability whatsoever for the contents of, or makes any representations or
warranties, express or implied, as to the accuracy, fairness or completeness
of the information presented or contained in this announcement (or whether any
information has been omitted from this announcement) or any other information
relating to the Company, its subsidiaries and their associated companies,
whether written, oral or in a visual or electronic form, and howsoever
transmitted or made available or for any loss howsoever arising from any use
of this announcement or its contents or otherwise arising in connection
therewith. Accordingly, Zeus, its affiliates, their respective directors,
officers or employees, and any other person acting on their behalf expressly
disclaims, to the fullest extent possible, any and all liability whatsoever
for any loss howsoever arising from, or in reliance upon, the whole or any
part of the contents of this announcement, whether in tort, contract or
otherwise which they might otherwise have in respect of this announcement or
its contents or otherwise arising in connection therewith.

Zeus, which is authorised and regulated by the FCA in the United Kingdom, is
acting exclusively for the Company and no-one else in connection with the
possible Admission. Zeus will not regard any other person as its client in
relation to the possible Admission and will not be responsible to anyone other
than the Company for providing the protections afforded to its clients, nor
for providing advice in relation to the possible Admission, the contents of
this announcement or any transaction, arrangement or other matter referred to
herein.

In connection with the Placing, Zeus and any of its affiliates, may take up a
portion of the Ordinary Shares as a principal position and in that capacity
may retain, purchase, sell, offer to sell or otherwise deal for their own
accounts in such Ordinary Shares and other securities of the Company or
related investments in connection with the Placing or otherwise. Accordingly,
references in the Admission Document, once published, to the Ordinary Shares
being issued, offered, subscribed, acquired, placed or otherwise dealt in
should be read as including any issue or offer to, or subscription,
acquisition, placing or dealing by Zeus and any of its affiliates acting in
such capacity. Neither Zeus nor any of its affiliates intend to disclose the
extent of any such investment or transactions otherwise than in accordance
with any legal or regulatory obligations to do so.

For the avoidance of doubt, the contents of the Company's website and any
links available from the Company's website are not incorporated by reference
into, and do not form part of, this announcement.

Information to Distributors

Solely for the purposes of the product governance requirements of Chapter 3 of
the FCA Handbook Product Intervention and Product Governance Sourcebook (the
"UK Product Governance Requirements"), and disclaiming all and any liability,
whether arising in tort, contract or otherwise, which any "manufacturer" (for
the purposes of the UK Product Governance Requirements) may otherwise have
with respect thereto, the Ordinary Shares have been subject to a product
approval process, which has determined that the Ordinary Shares are: (i)
compatible with an end target market of retail investors and investors who
meet the criteria of professional clients and eligible counterparties, each
defined in paragraph 3 of the FCA Handbook Conduct of Business Sourcebook; and
(ii) eligible for distribution through all permitted distribution channels
(the "Target Market Assessment"). Notwithstanding the Target Market
Assessment, "distributors" (for the purposes of the UK Product Governance
Requirements) should note that: the price of the Ordinary Shares may decline
and investors could lose all or part of their investment; the Ordinary Shares
offer no guaranteed income and no capital protection; and an investment in the
Ordinary Shares is compatible only with investors who do not need a guaranteed
income or capital protection, who (either alone or in conjunction with an
appropriate financial or other adviser) are capable of evaluating the merits
and risks of such an investment and who have sufficient resources to be able
to bear any losses that may result therefrom. The Target Market Assessment is
without prejudice to any contractual, legal or regulatory selling restrictions
in relation to the Placing.

For the avoidance of doubt, the Target Market Assessment does not constitute:
(a) an assessment of suitability or appropriateness for the purposes of
Chapters 9A or 10A respectively of the FCA Handbook Conduct of Business
Sourcebook; or (b) a recommendation to any investor or group of investors to
invest in, or purchase, or take any other action whatsoever with respect to
the Ordinary Shares.

Each distributor is responsible for undertaking its own target market
assessment in respect of the Shares and determining appropriate distribution
channels.

 

This information is provided by Reach, the non-regulatory press release distribution service of RNS, part of the London Stock Exchange. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact
rns@lseg.com (mailto:rns@lseg.com)
 or visit
www.rns.com (http://www.rns.com/)
.

RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our
Privacy Policy (https://www.lseg.com/privacy-and-cookie-policy)
.   END  EFNFFIESMELSELS